| Item 7.01 |
Regulation FD Disclosure. |
On November 21, 2022, Schlumberger Limited (“SLB”) issued a press release announcing that Schlumberger Holdings Corporation, an indirect wholly-owned subsidiary of SLB (the “Issuer”), has commenced a cash tender offer (the “Tender Offer”) for up to an aggregate purchase price of $500,000,000, including premium but excluding any accrued interest, of the Issuer’s outstanding (a) 3.750% Senior Notes due 2024 (the “2024 Notes”); (b) 4.000% Senior Notes due 2025 (the “2025 Notes”); (c) 3.900% Senior Notes due 2028 (the “2028 Notes”); and (d) 4.300% Senior Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the 2025 Notes and the 2028 Notes, the “Notes”). The complete terms and conditions of the Tender Offer are set forth in an offer to purchase (the “Offer to Purchase”) that will be sent to registered holders of the Notes and be posted online at www.dfking.com/slb. The Tender Offer will expire at 11:59 p.m., New York City time, on December 19, 2022, unless extended or earlier terminated (the “Expiration Time”).
The applicable purchase price for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Tender Offer Documents by reference to the applicable fixed spread for such Notes plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security at 10:00 a.m., New York City time, on December 6, 2022, unless extended.
A copy of the press release is included with this Form 8-K as Exhibit 99 and incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 (including Exhibit 99) will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K and Exhibit 99 attached hereto contain “forward-looking statements” within the meaning of the federal securities laws, which include any statements that are not historical facts. Such statements often contain words such as “expect,” “may,” “can,” “plan,” “potential,” “expectations,” “estimate,” “intend,” “anticipate,” “target,” “think,” “should,” “could,” “would,” “will,” “see,” “likely,” and other similar words. Forward-looking statements address matters that are, to varying degrees, uncertain, such as statements regarding the terms and timing for completion of the Tender Offer, including the acceptance for purchase of any Notes validly tendered and the expected Expiration Time and Settlement Date thereof, and the consideration of the Tender Offer. SLB and the Issuer cannot give any assurance that such statements will prove correct. These statements are subject to, among other things, the risks and uncertainties detailed in SLB’s most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the Securities and Exchange Commission. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should SLB’s underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in the forward-looking statements. The forward-looking statements speak only as of November 21, 2022, and SLB disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.